☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
| (Name of Registrant as Specified In Its Charter) | |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| ☑ | | | No fee required. | | |||
| ☐ | | | Fee paid previously with preliminary materials. | | |||
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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| Fellow Stockholders, This past year was transformational for Synchronoss, marked by our execution of strategic initiatives and decisive actions that were designed to reshape our trajectory, further solidify our foundation for growth, and establish Synchronoss as a dedicated global Cloud solutions provider. Throughout 2023, the industry continued to witness significant traction in the personal cloud sector, fueled by increasing demand for secure and accessible data storage solutions. With the proliferation of digital content and rising concerns around data privacy and security, the need for reliable personal cloud services has never been more pronounced. Amid evolving market trends, we took important steps to streamline our business operations and product portfolio. This culminated with the divestiture of our non-core Messaging and NetworkX businesses in the fourth quarter of 2023 to Lumine Group, finalizing our shift to a pure-play Cloud company and setting the stage for us to concentrate our resources on seizing the untapped potential of our high-margin Synchronoss Personal Cloud™ service offerings in the United States and internationally. Our optimism and excitement about our Cloud offerings is underscored by our impressive and expanding customer base, long-term agreements with our key customers, our proven track record of expanding and retaining subscribers, and our use of innovative technology in our product offerings. In the second half of 2023, we extended our agreement with Verizon through 2030, exercised an extension of our partnership with AT&T, and launched SoftBank's Anshin Data Box powered by Synchronoss Personal Cloud. We now have more than 75% of total revenue under contracts with at least 4-year terms to support our growth expectations. Anchored by our longstanding relationships with Verizon and AT&T, in the fourth quarter, we realized a cloud subscriber growth rate of approximately 9% year-over-year. The recent addition of SoftBank’s subscriber base, which exceeds 100 million subscribers across its brands, further extends the long subscriber growth runway ahead of us. We continue to integrate the use of Artificial Intelligence as we introduce new applications and capabilities. These advances deliver more interactive experiences, enabling users to create new ways to manage, optimize, and share digital content. For carriers, these solutions deliver valued-added services that also focus on data security and privacy, translating into new revenue streams and customer retention. Our financial outlook reflects the upward trajectory of our dedicated Cloud company. Our successful divestiture with Lumine Group unlocked the superior financial profile of our Cloud business and allows a more transparent view of our Cloud business potential. The fourth quarter of 2023 marked the15th consecutive quarter of Synchronoss delivering 9% or greater Cloud subscriber growth. We also reported GAAP revenue growth for the Cloud business of 3% in the fourth quarter over the same quarter in the prior year and strengthened our liquidity position, generating a positive net cash flow of $2.7 million. Our commitment to community service remains integral to who we are and helps to define our corporate culture. In May 2023, we proudly marked our second annual Global Sync Cares Month, with employees around the globe coming together and giving back in meaningful ways to the causes and communities most important to them. This collective effort not only underscores our dedication to making a positive difference in the world but also strengthens our internal community, bringing us closer together in shared purpose and values. As we progress through 2024, we believe that we are doing so from a position of strength, ready to capitalize on the burgeoning market opportunity of Personal Cloud, armed with a solid financial plan and a singular business focus on Cloud. Looking ahead, | |
| we remain steadfast in our commitment to delivering superior value to our shareholders while staying at the forefront of innovation. | | |||
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| Thank you for your trust and partnership. Jeff | | |||
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| Sincerely, | | |||
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| Jeffrey G. Miller President and Chief Executive Officer April 25, 2024 | |
• | Election of three Class III members of the Company’s Board of Directors to serve until the 2027 annual meeting of stockholders of the Company; |
• | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024; |
• | Advisory vote on executive compensation; |
• | Increase in the number of shares issuable under the Company’s 2015 Equity Incentive Plan and make certain other changes (the “2015 Equity Plan Amendment”); and |
• | Transaction of other business that may properly come before the meeting. |
| PROXY SUMMARY | | | |
| Date: June 5, 2024 | | | Time: 11:00 a.m. ET | | | Location: www.virtualshareholdermeeting.com/SNCR2024 | |
| | | | | | | | ||||
| Vote in Person | | | Vote by Mail | | | Vote by Telephone | | | Vote by Internet | |
| Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholder meeting.com/SNCR2024 | | | If you received printed copies of the proxy materials by mail, you may vote by proxy by filling out, signing and dating the proxy card, and returning it in the envelope provided. | | | You may vote by proxy by telephone by following the instructions provided in the Notice or the proxy card, by calling (800) 690-6903. | | | You may vote by proxy via the Internet at www.proxyvote.com by following the instructions provided in the Notice or the proxy card. | |
| Proposals | | | Board Recommendation | | | Required Vote | | |||
| 1 | | | Election of three directors | | | ✔ For Nominees | | | Plurality | |
| 2 | | | Ratification of appointment of Ernst & Young LLP as independent registered public accountants | | | ✔ For | | | Majority Voted | |
| 3 | | | Advisory vote on executive compensation | | | ✔ For | | | Majority Voted | |
| 4 | | | Increase in the number of shares issuable under the Company’s 2015 Equity Incentive Plan and make certain other changes | | | ✔ For | | | Majority Voted | |
| Director Nominee | | | Age | | | Director Since | | | Committee Membership | | | Independent | |
| Stephen G. Waldis | | | 56 | | | 2000 | | | Business Development | | | No | |
| Mohan S. Gyani | | | 72 | | | 2019 | | | Compensation (Chair), Business Development | | | Yes | |
| Kevin M. Rendino | | | 57 | | | 2023 | | | Audit, Business Development | | | Yes | |
| Continuing Directors | | | | | | | | | | ||||
| Kristin S. Rinne | | | 69 | | | 2018 | | | Audit, Compensation, Nominating/Corporate Governance (Chair) | | | Yes | |
| Martin F. Bernstein | | | 37 | | | 2021 | | | Audit, Compensation, Business Development | | | Yes | |
| Laurie L. Harris | | | 65 | | | 2019 | | | Audit (Chair), Nominating/Corporate Governance | | | Yes | |
| Jeffrey G. Miller | | | 60 | | | 2021 | | | Business Development (Chair) | | | No | |
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | ||||||||||||
| Directors | | | 2 | | | 5 | | | 0 | | | 0 | |
| Part II: Demographic Background | | ||||||||||||
| African American or Black | | | 0 | | | 0 | | | 0 | | | — | |
| Alaskan Native or American Indian | | | 0 | | | 0 | | | 0 | | | — | |
| Asian | | | 0 | | | 1 | | | 0 | | | — | |
| Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | — | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | — | |
| White | | | 2 | | | 4 | | | 0 | | | — | |
| Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | — | |
| LGBTQ+ | | | 0 | | |||||||||
| Did Not Disclose Demographic Background | | | 0 | |
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| Environmental Sustainability We employ sustainable practices throughout our operations where possible to promote conservation and reduce waste. In 2023, we engaged a third-party service provider to assist in our evaluation and tracking of our environmental impact and we continued to reduce our office footprint, further reducing our annual energy spend. Synchronoss also offers a flexible work policy, which allows our employees to continue remote working, reducing the number of people commuting to our offices. | | | Social Responsibility We believe it is our job to empower our people to achieve more—at work and in the community. We have established a global diversity, equity, and inclusion (DEI) committee, laying the groundwork to seamlessly embed DEI as part of our corporate culture and pave the way for a more comprehensive program. Our efforts include promotion of global awareness and inclusion through our “Celebrating Diversity” monthly e-newsletter We also celebrated our third year of the Sync Cares initiative, under which we provide employees paid time away from work to volunteer with the charitable organizations of their choice. We held our second annual Global Cares month, in which we came together as a Company to provide service to our communities. We expanded the program this year reaching more employees and more communities providing over 580 volunteer hours to 9 different non-profit organizations in 3 countries. We also continued our efforts to raise the profile of environmental, social and governance issues among our employees while encouraging respectful debate through our “Let’s Talk About ESG” sessions in which we provide an open forum for discussion on events and issues relating to ESG. | | | Corporate Governance At the Board level, our Audit Committee and Nominating/Corporate Governance Committee monitor the effectiveness of our corporate governance. At the leadership team level, our Chief Compliance Officer has established a cross-functional Governance, Risk and Compliance Committee which monitors, assesses, and controls risk across the business. We have rolled out a comprehensive training program covering the spectrum of governance and compliance topics in short easy-to-digest sessions and instituted an annual corporate policy review to ensure best practices across all corporate policies. Synchronoss has also established a Disclosure Committee with senior members from across the business to ensure all internal controls are functioning appropriately. We have also recently established an AI Governance initiative to explore and govern the use of artificial intelligence both internally and within our products. Finally, we updated and revised our cybersecurity policy and procedures to ensure best practices to safeguard the data and content of our employees, our customers and their subscribers. | | | Positive Corporate Culture At Synchronoss we believe that our people are the cornerstone to our success and as such, we are committed to providing our employees with a positive work environment that helps them realize their full potential. We strive to care for the whole employee and not just the development of their talent. As such, we delivered more than 100 interactive wellness webinars to the global team in 2023 and rolled out a comprehensive learning and development program, providing employees with the opportunity to continue their education in a variety of pertinent topics and skill-building sessions. In a continued effort to build the corporate culture we strive to have, we bring our employees together globally with Sync Socials in our offices, monthly Coffee Talks (an initiative where employees can sign up to meet with senior leaders in small groups in a casual setting), and Sync Cheers (an initiative whereby employees can give fellow team members a virtual “cheers” to thank them for living our values). In addition to these cultural initiatives, we have comprehensive and competitive compensation and benefits programs. | |
Q: | Why am I receiving these proxy materials? |
A: | Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on June 5, 2024 at 11:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth within this statement. The Notice of Annual Meeting, this Proxy Statement and accompanying form of proxy card are being made available to you on or about April 25, 2024. This Proxy Statement includes information that we are required to provide to you under rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares. |
Q: | What is included in the proxy materials? |
A: | The proxy materials include: |
• | This Proxy Statement for the Annual Meeting; |
• | Our Annual Report on Form 10-K for the year ended December 31, 2023; and |
• | The proxy card or a voting instruction form for the Annual Meeting, if you have received the proxy materials in the mail. |
Q: | How can I get electronic access to the proxy materials? |
A: | The Company’s proxy materials are available at http://materials.proxyvote.com/87157B and at www.synchronoss.com. Our website address is included for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement. |
Q: | Who can vote at the Annual Meeting? |
A: | Our voting securities consist solely of our common stock (“Common Stock”), of which 10,314,688 shares were outstanding on the record date. The number of shares outstanding has been adjusted to reflect the reverse stock split effective on December 11, 2023. Our Series B Preferred Stock (the “Series B Preferred Stock”), of which 60,826 shares were outstanding on the record date, are non-voting and non-convertible. Only holders of our Common Stock are entitled to vote at the Annual Meeting in connection with the matters set forth in this Proxy Statement. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices at 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey for the ten-day period prior to the Annual Meeting. |
Q: | How do I vote at the Annual Meeting? |
A: | Stockholder of Record: Shares Registered in Your Name |
• | By Internet — You may vote by proxy via the internet at www.proxyvote.com by following the instructions provided in the Notice or the proxy materials, by following the instructions provided in the proxy card. |
• | By Telephone — You may vote by proxy via telephone by following the instructions provided in the Notice or, if you received printed copies of the proxy materials by mail, by calling the toll-free number found on the proxy card. |
• | By Mail — If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided. |
• | By Internet During the Annual Meeting — Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/SNCR2024. |
Q: | What do I need to be able to attend the Annual Meeting online? |
A: | We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/SNCR2024. The webcast will start at 11:00 a.m. Eastern Time on June 5, 2024. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. |
Q: | How many votes do I have? |
A: | Each share of our Common Stock you owned on the record date entitles you to one vote on each matter that is voted on. |
Q: | What if I do not make specific voting selections? |
A: | Stockholder of Record — If you are a stockholder of record and you: |
• | Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board, or |
• | Sign and return a proxy card without giving specific voting instructions, |
Q: | Can I change my vote after submitting my proxy? |
A: | Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways: |
• | You may change your vote using the internet or telephone methods described above prior to 11:59 p.m., Eastern Time on June 4, 2024, in which case only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted. |
• | You may submit another properly completed timely proxy card with a later date. |
• | You may send a written notice that you are revoking your proxy to our Secretary at 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807. |
• | You may attend and vote during the Annual Meeting. Simply attending the meeting will not, by itself, revoke your previously delivered proxy. |
Q: | Who is paying for this proxy solicitation? |
A: | We will pay for the entire cost of soliciting proxies for the Annual Meeting. In addition to the proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials. |
Q: | Why did I receive a notice regarding the availability of proxy materials on the internet instead of a full set of proxy materials? |
A: | In accordance with SEC rules, we have elected to furnish our proxy materials, including this Proxy Statement and our annual report, primarily via the internet. Beginning on or about April 25, 2024, we mailed to our stockholders a “Notice of Internet Availability of Proxy Materials” that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting and how to request printed copies of the proxy materials and annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained at http://materials.proxyvote.com/87157B. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual meetings. |
Q: | What does it mean if multiple members of my household are stockholders, but we only received one Notice or full set of proxy materials in the mail? |
A: | We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders at that address. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding. |
Q: | How are votes counted? |
A: | Each share of Common Stock is entitled to one vote. Our Series B Preferred Stock is non-voting and not convertible into Common Stock. Votes will be counted by the inspector of election appointed for the Annual Meeting. Prior to the Annual Meeting, the inspector will sign an oath to perform his or her duties in an impartial manner and according to the best of his or her ability. The inspector will determine the number of shares represented at the Annual Meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties. The determination of the inspector of elections as to the validity of proxies will be final and binding. |
Q: | What vote is required to approve each proposal? |
Q: | Is my vote confidential? |
A: | Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law. |
Q: | What is the quorum requirement? |
A: | A quorum of stockholders is necessary to hold a valid stockholders meeting. A quorum will be present if a majority of the voting power of all of the Company’s outstanding shares is represented by stockholders present at the Annual Meeting or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If a quorum is not present, the chair of the meeting or the holders of a majority of the votes present at the Annual |
Q: | How can I find out the results of the voting at the Annual Meeting? |
A: | Preliminary voting results will be announced at the Annual Meeting. Final voting results will be set forth in a Current Report on Form 8-K to be filed by the Company with the SEC no later than four business days after the Annual Meeting. |
Q: | How can I submit a question at the Annual Meeting? |
A: | If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/SNCR2024, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints. The Company will have the questions and answers available after the Annual Meeting and will provide them upon request. |
Q: | What if I have technical difficulties or trouble accessing the Annual Meeting? |
A: | If you encounter any technical difficulties with the virtual meeting platform on the meeting day, technical support phone numbers will be available on the virtual meeting registration page fifteen minutes prior to the start time of the meeting and will remain available until the Annual Meeting has ended. |
• | Overseeing the conduct, assessment and other operational risks to evaluate whether our business is being properly managed; |
• | Reviewing and approving our strategic, financial and operating plans and other significant actions; |
• | Evaluating the performance of and reviewing and determining the compensation of our CEO and other executive officers; |
• | Planning for succession for our CEO and monitoring management’s succession planning for other executive officers; and |
• | Overseeing the processes for maintaining the integrity of our financial statements, public disclosures, and compliance with laws and ethics. |
| Audit Committee | | |||
| Current Members: • Laurie L. Harris (Chair) • Kristin S. Rinne • Martin F. Bernstein • Kevin M. Rendino 4 Meetings in 2023 | | | Our Audit Committee oversees the integrity of our financial statements, compliance with applicable legal and regulatory requirements, effectiveness of our internal controls and audit function, and the qualifications, independence, and performance of our independent registered public accounting firm. Our Audit Committee also discussed with our independent registered public accounting firm the overall scope and plans for their audit and met with them on a regular basis without members of management. Our Audit Committee consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our Audit Committee: • Reviews our annual audited and quarterly financial statements and SEC reporting; • Reviews management’s assessment of risk pertaining to our reporting and disclosure controls and monitors our internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered public accounting firm; • Reviews our compliance with legal matters that have a significant impact on our financial statements; • Establishes procedures for the receipt and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; • Appoints, compensates, reviews procedures to ensure the independence of and oversees the work of, our independent registered public accounting firm, including approving services and fee arrangements; • Reviews with senior members of our management our policies and practices regarding risk assessment and risk management, including information technology and cybersecurity risks, to assess the steps taken by management to monitor and control such risks and exposures; • Approves all related party transactions; • Reviews periodically the adequacy and effectiveness of our internal and disclosure controls, including our policies regarding compliance with legal, regulatory, code of conduct, ethical and internal auditing standards; • Reviews earnings press releases prior to issuance; and • Reviews findings and recommendations of our independent registered public accounting firm and management’s response to their recommendations. | |
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| Our Audit Committee is currently comprised of the following four directors: Laurie L. Harris (Chair), Kristin S. Rinne, Martin F. Bernstein and Kevin M. Rendino. Mr. Rendino joined our Audit Committee on December 19, 2023. Our Audit Committee met four times during 2023. Our Board annually reviews the definition of independence for Audit Committee members set forth in the Nasdaq listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that Ms. Harris is an audit committee financial expert, as defined by Item 407(d) of Regulation S-K based on a qualitative assessment of her level of knowledge and capability based on a number of factors, including her formal education and experience. The designation does not impose on Ms. Harris any duties, obligations or liability that are greater than are generally imposed on her as a member of our Audit Committee and our Board, and her designation as an Audit Committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board. Our Audit Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. | |
| Compensation Committee | | |||
| Current Members: • Mohan S. Gyani (Chair) • Kristin S. Rinne • Martin F. Bernstein 4 Meetings in 2023 | | | Our Compensation Committee is currently comprised of the following three directors: Mohan Gyani (Chair), Kristin Rinne and Martin Bernstein, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. Mr. Waldis and Mr. Miller also attend Compensation Committee meetings in a non-voting observer capacity but do not participate in discussions regarding their own compensation. Each member of our Compensation Committee is an independent director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Compensation Committee met four times during 2023. Our Compensation Committee is charged by our Board to: • review and approve our compensation strategy and philosophy; • review and approve our annual corporate goals and objectives related to executive compensation and evaluate performance in light of these goals; • review and approve policies and all forms of compensation and other benefits to be provided to our employees (including our NEOs), including among other things the annual base salaries, bonus, stock options, restricted stock awards and other incentive compensation arrangements; • oversee the administration of our Clawback Policy; • evaluate the CEO’s performance and determine his salary and incentive compensation1; • in consultation with the CEO, determine the salaries and incentive compensation of our other executive officers; • make recommendations from time to time to our Board regarding non-employee director compensation matters; • recommend, for approval by the Board, the adoption or amendment of our equity and cash incentive plans; • administer our stock purchase plan and equity incentive plans; • oversee the administration of our other material employee benefit plans, including our 401(k) plan; • review and approve other aspects of our compensation policies and matters as they arise from time to time. | |
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| A more detailed description of our Compensation Committee’s functions can be found in our Compensation Committee charter, which can be found on the Investor Relations section of our website at www.synchronoss.com. Our Compensation Committee has also established a Key Employee Equity Awards Committee, with our CEO as the sole member, whose purpose is to approve equity awards to our newly hired and current employees, other than executive officers and subject to guidelines previously approved by our Compensation Committee. Our Key Employee Equity Awards Committee acted by unanimous written consent 9 times in 2023. In accordance with Nasdaq listing standards, our Compensation Committee, under its charter, may select and retain, and is directly responsible for the appointment, compensation and oversight of, compensation consultants or any other third party to assist in the evaluation of director and officer compensation, as well as any other compensation matters. In addition, our Compensation Committee has the responsibility to consider the independence of these advisers in accordance with applicable law and/or Nasdaq listing standards. Our Compensation Committee retained Deloitte Consulting LLP (“Deloitte”) as its compensation consultant in 2023. In 2023, Deloitte did not perform any services for us other than its services to our Compensation Committee and received no compensation from us other than its fees in connection with the firm’s retention as our Compensation Committee’s compensation consultant. Our Compensation Committee assessed the independence of Deloitte pursuant to applicable SEC rules and Nasdaq listing standards and concluded that the work of Deloitte has not raised any conflict of interest. Our Compensation Committee considers the information provided by Deloitte when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience. Deloitte serves at the discretion of our Compensation Committee and our Compensation Committee approves the fees paid to Deloitte. | |
1 | The evaluation of the performance of the CEO has been moved to the Nominating/Corporate Governance Committee effective February 2023. |
| Business Development Committee | | |||
| Current Members: Jeffrey G. Miller (Chair) Stephen G. Waldis Mohan S. Gyani Martin F. Bernstein Kevin M. Rendino 0 Meetings in 2023 | | | The current members of our Business Development Committee are: Jeffrey G. Miller (Chair), Stephen G. Waldis, Mohan Gyani, Martin F. Bernstein and Kevin M. Rendino. Mr. Rendino joined the Business Development Committee on December 19, 2023. All members of our Business Development Committee other than Mr. Waldis and Mr. Miller are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Due to the ongoing strategic process in 2023, our Business Development Committee did not meet in 2023 and instead our Board considered all matters relating to the strategic process as a whole. Our Business Development Committee reviews certain strategic business development and growth opportunities and recommends those that it determines are in line with our short-term and long-term strategic goals. Our Business Development Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. | |
| Nominating/Corporate Governance Committee | | |||
| Current Members: • Kristin S. Rinne (Chair) • Laurie L. Harris 4 Meetings in 2023 1 Action by Unanimous Written Consent | | | The current members of our Nominating/Corporate Governance Committee are: Kristin Rinne (Chair) and Laurie Harris. Our Nominating/Corporate Governance Committee met 4 times in 2023 and acted by unanimous written consent once. All members of our Nominating/Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, our Nominating/Corporate Governance Committee: • Reviews and reports to our Board on a periodic basis with regard to matters of corporate governance; • Evaluates the performance of our CEO and establishes his annual goals;2 • Recommends qualified candidates to our Board for election as our directors, including the directors our Board proposes for election by the stockholders at the Annual Meeting and directors nominated by our stockholders; • Reviews, assesses and makes recommendations on the effectiveness of our corporate governance policies and on matters relating to the practices of directors and the functions and duties of the various Board committees; • Develops and implements our Board’s annual self-assessment process and works with our Board to implement improvements in their effectiveness; • Reviews succession plans periodically with our CEO relating to positions held by elected corporate officers; • Reviews and makes recommendations to our Board regarding the size and composition of our Board and the appropriate qualities and skills required of our directors in the context of the then current make-up of our Board and our business; and • Establishes and periodically reviews stock ownership guidelines for our executive officers and directors. | |
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| Our Nominating/Corporate Governance Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. Our Nominating/Corporate Governance Committee has established procedures for the nomination process and leads the search for, selects and recommends candidates for election to our Board. Consideration of new director candidates typically involves a series of committee discussions, the review of information concerning candidates and interviews with selected candidates. Candidates for nomination to our Board typically have been suggested by other members of our Board or by our executive officers. From time to time, our Nominating/Corporate Governance Committee may engage the services of a third-party search firm to identify director candidates. Our Nominating/Corporate Governance Committee also considers candidates proposed in writing by stockholders, provided those proposals meet the eligibility requirements for submitting stockholder proposals under our amended and restated bylaws, and are accompanied by certain required information about the candidate in accordance with our amended and restated bylaws and organizational documents. Candidates proposed by stockholders will be evaluated by our Nominating/Corporate Governance Committee using the same criteria as for all other candidates. Stockholders may contact the Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations and proposals. For more information pertaining to stockholder proposal, see “Stockholder Proposals for the Next Annual Meeting.” In considering nominees for our Board, our Nominating/Corporate Governance Committee considers each candidate’s independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our stockholders’ long-term interests. These factors, along with others considered useful by our Nominating/Corporate Governance Committee, are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time. As a result, the priorities and emphasis of our Nominating/Corporate Governance Committee and of our Board may change from time to time to take into account changes in our business and other trends and the portfolio of skills and experience of current and prospective directors. Although we have not adopted a formal policy, our Nominating/Corporate Governance Committee is committed to considering a diverse slate of candidates in identifying director nominees or in searching for new directors. | |
2 | The evaluation of the performance of the CEO moved from the Compensation Committee to the Nominating/Corporate Governance Committee effective February 2023. |
| Jeffrey Miller Age 60 Current Positions • President, Chief Executive Officer and Director | | | Jeffrey Miller has served as our President, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University. Our Board believes Mr. Miller’s qualifications to sit on our Board include his broad experience in the software and services industry and his experience with our Company. | |
| Louis W. Ferraro Jr. Age 67 Current Positions • Executive Vice President, Chief Financial Officer | | | Louis W. Ferraro Jr. joined Synchronoss in 2018 and has served as Executive Vice President, Chief Financial Officer since November 2022. Prior to serving as Chief Financial Officer, Mr. Ferraro was Acting Chief Financial Officer from August 2022 to November 2022 and Executive Vice President Financial Operations and Chief Human Resources Officer from November 2021 to August 2022. Prior to joining Synchronoss Mr. Ferraro was a business consultant for Populus Group supporting Comcast Corporation. From 2014 through 2016, he was the Chief Operating Officer and Chief Financial Officer of BrandYourself.com, Inc. where he led the finance and operations team during a period of intense growth. From 2010 to 2014, Mr. Ferraro served as Chief Financial Officer of AWI/iMobile as well as Chief Executive Officer of the Magicpins.com business unit. From 2008 to 2019 he served as the Chief Financial Officer of Vitaltrax.com. From 2004 to 2008, Mr. Ferraro was a senior vice president for IDT where he founded TuYo Mobile, a wireless MVNO. From 1991 to 2004, he held various positions with AT&T Mobility and prior to that he held various finance and operations positions at Verizon Wireless. Mr. Ferraro graduated with a Bachelor of Science degree from Montclair State University and earned is CPA in New Jersey. | |
| Patrick J. Doran Age 51 Current Positions • Executive Vice President, Chief Technology Officer | | | Patrick J. Doran has served as our Executive Vice President, Chief Technology Officer since January 2007. Prior to that position, Mr. Doran served in various positions, including Vice President of Research & Development and Chief Architect since joining our Company in 2002. From 2000 to 2002, Mr. Doran was a Senior Development Engineer at Agility Communications, a member of the technical staff at AT&T/Lucent from 1996 to 2000 and a Software Engineer at General Dynamics from 1995 to 1996. Mr. Doran received a bachelor’s degree in computer and systems engineering from Rensselaer Polytechnic Institute and a master’s degree in Systems and Industrial Engineering from Purdue University. | |
| Christina B. Gabrys Age 43 Current Positions • Senior Vice President, Chief Legal Officer, Secretary | | | Christina B. Gabrys joined Synchronoss in 2016 as senior counsel. She was promoted to Assistant General Counsel in 2018 and Chief Compliance Officer in 2020. She was promoted to Senior Vice President, Chief Legal Officer and Secretary in July 2021. Prior to joining Synchronoss, Ms. Gabrys was counsel for Openwave Messaging from 2013 through 2016. From 2007 through 2013, Ms. Gabrys was an associate at a boutique litigation firm. She holds a Bachelor of Arts in Philosophy, History and Communications from Cornell College, a Juris Doctorate from the University of Illinois College of Law and a Master of Laws in International Commercial Law from the University of Nottingham. | |
| Compensable Position / Event | | | Compensation | |
| Initial Equity Grant | | | Non-qualified stock option to purchase 3,334 shares(1) | |
| Annual Cash Retainer | | | $50,000 | |
| Annual Equity Grant | | | Restricted Stock awards with an aggregate grant date fair value of $200,000(2) | |
| Committee Chairperson Retainer | | | $20,000 (Audit) $15,000 (Compensation) $10,000 (Nominating/Corporate Governance) $10,000 (Business Development) | |
| Committee Member Annual Cash Retainer | | | $10,000 (Audit) $7,500 (Compensation) $5,000 (Nominating/Corporate Governance) $5,000 (Business Development) | |
(1) | Options vest one-third in three equal installments on the anniversary date of the grant date. |
(2) | 2023 grant of restricted stock awards to directors vest on the anniversary date of the grant date. |
| Name* | | | Fees Earned or Paid in Cash ($) | | | All Other Compensation | | | Stock Awards(1)(2) ($) | | | Option Awards(1) ($) | | | Total ($) | |
| Stephen G. Waldis | | | $300,000 | | | -0- | | | $154,097 | | | -0- | | | $454,097 | |
| Mohan Gyani | | | $73,047 | | | -0- | | | $74,663 | | | -0- | | | $147,710 | |
| Laurie Harris | | | $75,000 | | | -0- | | | $74,663 | | | -0- | | | $149,663 | |
| Kristin S. Rinne | | | $82,500 | | | -0- | | | $74,663 | | | -0- | | | $157,163 | |
| Martin F. Bernstein | | | $72,500 | | | -0- | | | $74,663 | | | -0- | | | $147,163 | |
| Kevin M. Rendino | | | $0(3) | | | -0- | | | $0 | | | $5,101 | | | $5,101 | |
(1) | The amounts in this column reflect the aggregate grant date fair value of the restricted stock awards computed in accordance with FASB ASC Topic No. 718. See Note 16 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our assumptions in estimating the fair value of our stock awards and option awards. |
(2) | Due to the limited availability of shares remaining for issuance under our 2015 Equity Incentive Plan in 2023 the Board voluntarily agreed to reduce the value of the annual equity compensation under our non-employee director compensation program for 2023 to an aggregate amount of $120,000 of restricted stock awards. |
(3) | Mr. Rendino joined the Board effective December 4, 2023 and did not receive cash compensation in 2023. |
• | for any breach of a director’s duty in respect of unlawful payments of dividends or stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law and the breach of a director’s duty of loyalty to us or our stockholders; |
• | for any transaction from which the director derives any improper personal benefit; and |
• | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law. |
| Financial Performance Measures | | | The ranges set for financial performance measures are designed to reward success without encouraging excessive risk taking. Pursuant to our performance-based equity and performance-based cash award plans, the number of performance-based restricted cash units or shares and the amount of cash to be issued is based on our financial performance over a specific period. There are capped payouts under our cash incentive plan and the performance-based restricted cash units or shares, which help mitigate risk. | |
| Equity Vesting Periods | | | Time-based restricted stock awards and stock options typically vest over three years. The performance-based restricted cash units or shares and the performance-based cash awards are earned upon determination of the achievement of our performance metrics established for the performance period and vest after the completion of the three year plans. The vesting of the equity awards is designed to reward continued service with us, increases in our stock price and achievement of corporate goals designed to enhance stockholder value. | |
| Equity Retention Guidelines | | | All executive officers are required to acquire within five years of becoming an executive officer, and hold while they are executive officers, shares (vested and unvested) having a value of at least three times, or five times in the case of our CEO, their respective base salaries. | |
| No Hedging | | | Our employees, including our NEOs and all other officers, directors and their designees, are not permitted to enter into any transaction designed to hedge or offset any decrease in the market value of our securities, or having the effect of hedging or offsetting the economic risk of owning our securities that have been granted to the officer or director as compensation or held directly or indirectly by the employee or director. | |
| Recoupment and Related Policies | | | As part of our Workplace Code of Ethics and Business Conduct, we will investigate all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. If an investigation uncovers that an individual has committed fraud or other improper acts that causes our financial statements to be restated or otherwise affected, our Board has discretion to take immediate and appropriate disciplinary action with respect to that individual up to and including termination. Our Board also has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken. We adopted a general compensation recovery, or clawback, policy covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 on November 30, 2023. | |
| Named Executive Officer | | | Title as of December 31, 2023 | |
| Jeffrey Miller | | | Chief Executive Officer and President | |
| Louis Ferraro Jr. | | | Executive Vice President, Chief Financial Officer | |
| Christopher Hill(1) | | | Executive Vice President, Chief Commercial Officer | |
| Patrick Doran | | | Executive Vice President, Chief Technology Officer | |
| Christina Gabrys | | | Senior Vice President, Chief Legal Officer, Secretary | |
(1) | Mr. Hill’s employment with the Company was terminated effective December 31, 2023 and is no longer employed by the Company. |
| Pay for Performance | | | Provide a strong relationship of pay to performance through: • Performance-based cash bonus tied primarily to achievement of corporate short-term financial and strategic goals. • Long term incentive awards that deliver value based on the performance of our Common Stock and the achievement of pre-determined, objective financial and business goals. | |
| Emphasis on Variable Compensation | | | • Total compensation is heavily weighted toward incentive compensation (i.e., annual cash bonuses and long-term equity incentives). • Annual performance-based cash bonuses focus our NEOs on key short-term financial and strategic, goals. • Long-term incentives focus our NEOs on sustainable, long-term stockholder value creation. The value realized by our NEOs depends substantially on our long-term performance, achievement of our financial and strategic goals and the value of our Common Stock, which we believe aligns our NEOs’ interests with the long-term interests of our stockholders. | |
| Fixed Compensation Component | | | Provide base salary based on our Compensation Committee’s general understanding of current competitive compensation practices in the market and amongst a group of pre-defined peers, our NEO’s role and responsibilities, length of tenure, internal pay equity, and individual and Company performance. | |
| At-Risk Compensation | | | A majority of the compensation of our CEO and our other NEOs is “at-risk,” meaning it is tied to Company performance over the short- and/or long-term. | |
| Incentive Award Metrics | | | Objective incentive award metrics tied to key Company performance indicators are established and approved at the beginning of the performance period. | |
| Performance Long-Term Incentives | | | The number of performance-based restricted cash units or shares earned is based on our financial performance over a specified period, aligning our NEOs’ interests with the long-term interests of our stockholders. | |
| Time-Based Equity Vesting | | | Equity awards subject to time-based vesting vest ratably over three years to promote retention. | |
| Stock Ownership Guidelines | | | Maintain stock ownership guidelines to support the alignment of interests between our NEOs and stockholders. | |
| No Hedging | | | Prohibition on hedging exposure of, or direct interest in, our Common Stock. | |
| No Pledging | | | Prohibition on pledging our Common Stock. | |
| Recoupment and Related Policies | | | Investigation of all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. Our Board has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and must seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken. We adopted a general compensation recovery, or clawback, policy covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 on November 30, 2023. | |
• | 40% based on revenue for 2023; |
• | 40% based on net cash flow for 2023; and |
• | 20% based on operating income for 2023. |
• | Twenty-five percent (25%) are earned based on the revenue in the three-year period of 2023 to 2025; |
• | Twenty-five percent (25%) are earned based on the adjusted EBITDA in the three-year period of 2023 to 2025; and |
• | Fifty percent (50%) are earned based on the total shareholder return of the Company’s Common Stock on NASDAQ in 2023-2025 compared to those companies that are listed on the Russell 2000 index (“TSR”). |
| 8x8 Inc. | | | Jamf Holding Corp. | | | Tucows, Inc. | |
| Amplitude, Inc. | | | LivePerson, Inc. | | | Upland Software | |
| AvePoint, Inc. | | | MicroStrategy Incorporated | | | Workiva, Inc. | |
| Benefitfocus, Inc. | | | Progress Software Corporation | | | | |
| Brightcove, Inc. | | | PROS Holding, Inc. | | | | |
| Consensus Cloud Solutions, Inc. | | | Q2 Holdings, Inc. | | | | |
| Domo, Inc. | | | SPS Commerce, Inc. | | | | |
| Edgio, Inc. | | | Sumo Logic, Inc. | | | |
| Base Salary | | | Objective: Our Compensation Committee sets base salaries with the intent to attract and retain NEOs, reward satisfactory performance and provide a minimum, fixed level of cash compensation to compensate NEOs for their day-to-day responsibilities. Key Features: • NEO base salaries are initially determined as a result of negotiation between the executive and our management in consultation with, and subject to the approval of, our Compensation Committee. • Our Compensation Committee reviews base salaries annually and has discretion to provide increases based on our Compensation Committee’s understanding of current competitive pay practices, promotions, our CEO’s recommendation (except for his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure, internal pay equity and other factors our Compensation Committee deems appropriate, including peer and market analysis for each role. Process: • In February of each year, our CEO recommends base salaries for NEOs other than himself for the following twelve months. • Our Compensation Committee reviews the proposed base salary changes with input from its compensation consultant. • Our Compensation Committee approves annual base salaries for our NEOs and reports the salaries to our full Board. | |
| Annual Cash Incentive Bonus | | | Objective: Annual cash incentive bonuses are awarded under a performance-based compensation program and are designed to align the interests of our NEOs and stockholders by providing compensation based on the achievement of pre-established corporate and/or business goals and individual performance. Key Features: • Each year, the target bonus for each NEO is set by our Compensation Committee based on each NEO’s employment agreement provisions, our CEO’s recommendation (except for his own target bonus), internal pay equity, our Compensation Committee’s general understanding of current competitive pay practices and other factors it deems appropriate. • The incentive compensation for our NEOs is based on achievement of certain objective corporate, financial, strategic and individual goals established and approved by our Compensation Committee at the start of the year. • If we achieve results that are below certain threshold levels, these NEOs receive no cash incentive bonus, while results that are above certain threshold levels result in cash incentive bonuses above target levels. Process: • Our Compensation Committee participates in our Board’s review of our annual operating plan in the beginning of the year. • Our CEO recommends bonus targets as a percentage of base salary for each NEO other than himself based on the peer and market analysis. • Our management recommends financial and other performance measures, weightings and ranges. • Our Compensation Committee reviews proposed bonus targets, performance measures and ranges provided by management and, with input from its compensation consultant, approves bonus targets, performance measures and ranges that it believes establish appropriately challenging goals. • After the end of the calendar year, our management presents our Company’s financial results to our Board. • Our Compensation Committee reviews the results and determines whether to make any adjustments to the recommendations and then approves each NEO’s bonus award. • Our Compensation Committee reports bonus award determinations to our full Board. | |
| Long-Term Incentive Awards | | | Objectives: Our Compensation Committee structures long-term incentive awards with the goal of aligning our NEOs’ interests with those of our stockholders, and to support retention and motivate NEOs to achieve our financial, strategic and operational goals. Long-term incentive awards include stock options and time-based restricted stock awards and performance-based restricted cash units, which may be settled in cash or shares at the election of the Compensation Committee and performance-based cash awards. Key Features: • Our Compensation Committee grants stock options and time-based vesting restricted stock awards and performance-based restricted cash units to our NEOs with the grant date fair value based on our Compensation Committee’s general understanding of current competitive pay practices, our CEO’s recommendation (except for his own awards), input from our compensation consultant, internal pay equity, evaluation of each NEO’s performance, and other factors our Compensation Committee deems appropriate. • Our Compensation Committee allocates long-term incentive awards among stock options, time-based vesting restricted stock awards and performance-based restricted cash units based on grant date fair value (with vesting terms that generally extend up to three years) with the intent to provide NEOs with a balanced retention and performance opportunity and to closely align our NEOs’ long-term objectives with those of our stockholders. • In 2023, our Compensation Committee again decided to grant performance-based restricted cash units rather than restricted stock awards and retained the discretion to settle the 2023-2025 Performance Units in either cash or shares of our Common Stock upon vesting to protect against potential dilution. The Compensation Committee also decided to grant performance-based cash awards, under the Company’s Performance-Based Cash Plan (the “Performance-Based Cash Plan”), which mirrors the performance-based restricted cash unit plan but will be paid out only in cash. Both performance-based restricted cash units and performance-based cash awards have a target amount of either cash or cash units, as applicable, to be earned following completion of a specific performance period based on the achievement of certain pre-established Company performance objectives. The performance-based cash awards and performance-based restricted cash units will be earned upon the completion of the specific performance period if the relevant performance objectives are achieved and typically vest based on continued service after a three-year period. At the time that each performance-based restricted cash unit vests, our Compensation Committee has discretion to either (i) pay cash equal to the product of the closing price of our Common Stock multiplied by the number of cash units that vested or (ii) issue one share of our Common Stock for each performance-based restricted cash unit. Process: • In the first fiscal quarter, our CEO recommends a grant date fair value of awards for executives other than himself. • Our Compensation Committee reviews proposed performance measures and ranges provided by management and competitive market data from our peer group and, with input from its compensation consultant, approves performance measures and ranges that it believes establish appropriately challenging goals. • Our Compensation Committee approves the number of time-based restricted stock awards, the target amount of performance-based restricted cash and the target number of performance-based restricted cash units granted to our NEOs. • Our Compensation Committee reports equity award determinations to our full Board. At the end of the performance period, our Compensation Committee reviews the Company’s financial performance for the relevant performance period and determines the amount of earned cash and cash units that are subject to performance-based vesting. | |
| Severance and Change in Control Benefits | | | Objective: Severance and change in control benefits are included in each NEO’s employment agreement or employment plan in order to promote stability and continuity of our senior management team in the event of a potential change in control and/or an involuntary termination. Our Compensation Committee believes these provisions help to align our NEO’s interests appropriately with those of our stockholders in these scenarios. Key Features: • Events triggering payment require a termination of an NEO’s employment by our Company without cause or by an NEO for good reason. NEOs are entitled to enhanced benefits if the qualifying termination occurs during a specified period before or after a change in control (i.e., double-trigger). • Change in Control benefits do not include any tax gross-ups. • Our Compensation Committee has determined these termination-related benefits are appropriate to preserve productivity and encourage retention in the face of potentially disruptive circumstances. These arrangements also include restrictive covenants that help protect our Company from competition and solicitation of employees and customers. • Each NEO will only be eligible to receive severance payments if he or she signs a general release of claims against our Company following an eligible termination. | |
| Name | | | Base Salary As of December 31, 2023 | |
| Jeffrey Miller | | | $520,000 | |
| Louis Ferraro Jr. | | | $390,000 | |
| Christopher Hill1 | | | $385,000 | |
| Patrick Doran | | | $400,000 | |
| Christina Gabrys | | | $330,000 | |
1 | Mr. Hill’s employment with the Company was terminated effective December 31, 2023. |
| Name | | | Target Incentive Bonus Percentage | | | Maximum Bonus Percentage | |
| Jeffrey Miller | | | 100% of base salary | | | 175% of base salary | |
| Louis Ferraro | | | 70% of base salary | | | 122.5% of base salary | |
| Christopher Hill | | | 100% of base salary | | | 175% of base salary | |
| Patrick Doran | | | 85% of base salary | | | 148.75% of base salary | |
| Christina Gabrys | | | 60% of base salary | | | 105% of base salary | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | 100% payout | | | Maximum 175% payout | |
| Revenue | | | 40% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Net Cash Flow | | | 40% | | | $1,000,000 | | | $5,800,000 | | | $12,000,000 | |
| Operating Income | | | 20% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| Executive | | | Target Bonus | | | Percentage of Target Awarded | | | Actual Bonus Awarded | |
| Jeffrey Miller | | | $520,000 | | | 34.5% | | | $179,400 | |
| Louis Ferraro | | | $273,000 | | | 34.5% | | | $94,185 | |
| Patrick Doran | | | $340,000 | | | 34.5% | | | $117,300 | |
| Christopher Hill1 | | | $385,000 | | | 34.5% | | | $132,825 | |
| Christina Gabrys | | | $198,000 | | | 34.5% | | | $68,310 | |
1 | Mr. Hill’s employment with the Company was terminated effective December 31, 2023. He will receive payment of the cash incentive bonus for 2023 pursuant to the terms of his Transition and Separation Agreement at the time when similarly situated employees receive the 2023 cash incentive bonus payment. |
| Name | | | Number of Shares Subject to Restricted Shares1 | | | Number of Performance- Based Restricted Cash Units1 | | | Amount of Performance- Based Cash Awards | |
| Jeffrey Miller | | | 52,856 | | | 52,856 | | | 2,219,900 | |
| Louis Ferraro | | | 12,767 | | | 12,767 | | | 536,100 | |
| Christopher Hill | | | 15,023 | | | 15,023 | | | 630,700 | |
| Patrick Doran | | | 18,023 | | | 18,023 | | | 756,800 | |
| Christina Gabrys | | | 7,212 | | | 7,212 | | | 302,800 | |
1 | Adjusted for the reverse stock split effective on December 11, 2023 |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | |
| Jeffrey Miller | | | 33,756 | | | 11,252 | | | 11,252 | | | 11,252 | |
| Louis Ferraro | | | 6,607 | | | 2,202 | | | 2,202 | | | 2,203 | |
| Patrick Doran | | | 15,015 | | | 5,005 | | | 5,005 | | | 5,005 | |
| Christina Gabrys | | | 1,585 | | | 528 | | | 528 | | | 529 | |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | Attainment % | | | Units Earned | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 33,756 | | | 11,252 | | | 54.2% | | | 6,095 | | | 11,252 | | | 38.7% | | | 4,351 | |
| Louis Ferraro | | | 6,607 | | | 2,202 | | | 54.2% | | | 1,193 | | | 2,202 | | | 38.7% | | | 852 | |
| Patrick Doran | | | 15,015 | | | 5,005 | | | 54.2% | | | 2,712 | | | 5,005 | | | 38.7% | | | 1,936 | |
| Christina Gabrys | | | 1,585 | | | 528 | | | 54.2% | | | 287 | | | 1,585 | | | 38.7% | | | 206 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 331∕3% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 331∕3% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 331∕3% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 331∕3% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 331∕3% | | | 18.1% | |
| TSR | | | 27.5th | | | 50% | | | 331∕3% | | | 16.7%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 16.7% for 2023 under the 2021-2023 long-term incentive plan. |
| Name | | | 2023 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 33,756 | | | 34.8% | | | 3,913 | |
| Louis Ferraro | | | 2,202 | | | 34.8% | | | 766 | |
| Patrick Doran | | | 5,005 | | | 34.8% | | | 1,741 | |
| Christina Gabrys | | | 528 | | | 34.8% | | | 185 | |
| Name | | | 2022–2024 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | | | 2024 Target Performance Units | |
| Jeffrey Miller | | | 92,956 | | | 30,986 | | | 30,985 | | | 30,985 | |
| Louis Ferraro | | | 25,632 | | | 8,544 | | | 8,544 | | | 8,544 | |
| Patrick Doran | | | 36,311 | | | 12,103 | | | 12,104 | | | 12,104 | |
| Christina Gabrys | | | 14,525 | | | 4,841 | | | 4,842 | | | 4,842 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted EBITDA | | | 25% | | | $36,500,000 | | | $46,500,000 | | | $56,500,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $252,600,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $48,100,000 | | | 116% | | | 25% | | | 29% | |
| TSR | | | 9th | | | 0% | | | 50% | | | 0% | |
| Name | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 30,985 | | | 29% | | | 8,986 | |
| Louis Ferraro | | | 8,545 | | | 29% | | | 2,480 | |
| Patrick Doran | | | 12,104 | | | 29% | | | 3,511 | |
| Christina Gabrys | | | 4,841 | | | 29% | | | 1,404 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Name | | | 2023 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 30,985 | | | 38.6% | | | 11,961 | |
| Louis Ferraro | | | 8,545 | | | 38.6% | | | 3,299 | |
| Patrick Doran | | | 12,104 | | | 38.6% | | | 4,673 | |
| Christina Gabrys | | | 4,841 | | | 38.6% | | | 1,869 | |
| Name | | | 2023–2025 Target Performance Units | | | 2023 Target Performance Units | | | 2024 Target Performance Units | | | 2025 Target Performance Units | |
| Jeffrey Miller | | | 52,856 | | | 17,619 | | | 17,619 | | | 17,618 | |
| Louis Ferraro | | | 12,767 | | | 4,256 | | | 4,256 | | | 4,255 | |
| Patrick Doran | | | 18,023 | | | 6,008 | | | 6,008 | | | 6,007 | |
| Christina Gabrys | | | 7,212 | | | 2,404 | | | 2,404 | | | 2,404 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 25% | | | 13.6% | |
| TSR | | | 27.5th | | | 50% | | | 50% | | | 25%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 25% for 2023 under the 2023-2025 long-term incentive plan. |
| Name | | | 2023 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 17,619 | | | 38.6% | | | 6,801 | |
| Louis Ferraro | | | 4,256 | | | 38.6% | | | 1,643 | |
| Patrick Doran | | | 6,007 | | | 38.6% | | | 2,319 | |
| Christina Gabrys | | | 2,404 | | | 38.6% | | | 928 | |
| Name | | | 2023–2025 Target Performance Cash | | | 2023 Target Performance Cash | | | 2024 Target Performance Cash | | | 2025 Target Performance Cash | |
| Jeffrey Miller | | | $2,219,900 | | | $739,967 | | | $739,967 | | | $739,966 | |
| Louis Ferraro | | | $536,100 | | | $178,700 | | | $178,700 | | | $178,700 | |
| Patrick Doran | | | $756,800 | | | $252,267 | | | $252,267 | | | $252,266 | |
| Christina Gabrys | | | $302,800 | | | $100,934 | | | 100,933 | | | 100,933 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 25% | | | 13.6% | |
| TSR | | | 27.5th | | | 50% | | | 50% | | | 25%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 25% for 2023 under the 2023-2025 long-term incentive plan. |
| Name | | | 2023 Target Performance Cash | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | $739,967 | | | 38.6% | | | $285,628 | |
| Louis Ferraro | | | $178,700 | | | 38.6% | | | $68,979 | |
| Patrick Doran | | | $252,267 | | | 38.6% | | | $97,376 | |
| Christina Gabrys | | | $100,934 | | | 38.6% | | | $38,961 | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(8) | | | Non-Equity Incentive Plan Compensation ($)(9) | | | All Other Compensation ($) | | | Total ($) | |
| Jeffrey Miller President and Chief Executive Officer | | | 2023 | | | 505,000 | | | | | 899,080(3) | | | -0- | | | 465,028(12) | | | 7,000(10) | | | 1,876,108 | | |
| 2022 | | | 500,000 | | | | | 1,413,856 | | | 485,229 | | | 350,000 | | | 7,000(10) | | | 2,756,085 | | ||||
| 2021 | | | 500,000 | | | | | 3,293,156 | | | 603,768 | | | 244,000 | | | 7,000(10) | | | 4,647,924 | | ||||
| Louis Ferraro Chief Financial Officer | | | 2023 | | | 378,750 | | | | | 217,166(4) | | | -0- | | | 163,164(13) | | | 7,000(10) | | | 766,080 | | |
| 2022 | | | 345,833 | | | | | 439,582 | | | 146,527 | | | 142,917 | | | 7,000(10) | | | 1,081,860 | | ||||
| 2021 | | | 321,250 | | | | | 262,215 | | | 87,480 | | | 74,466 | | | 7,000(10) | | | 752,411 | | ||||
| Patrick Doran Chief Technology Officer | | | 2023 | | | 388,750 | | | | | 306,572(5) | | | -0- | | | 214,676(14) | | | 7,000(10) | | | 916,998 | | |
| 2022 | | | 379,890 | | | | | 583,333 | | | 194,445 | | | 188,650 | | | 7,000(10) | | | 1,353,318 | | ||||
| 2021 | | | 362,771 | | | | | 932,433 | | | 121,892 | | | 124,533 | | | 7,000(10) | | | 1,548,629 | | ||||
| Christina Gabrys Chief Legal Officer | | | 2023 | | | 300,000 | | | 100,000(11) | | | 122,677(6) | | | -0- | | | 107,271(15) | | | 7,000(10) | | | 636,948 | |
| 2022 | | | 281,250 | | | | | 233,333 | | | 77,777 | | | 101,250 | | | 7,000(10) | | | 700,610 | | ||||
| Christopher Hill Former Chief Commercial Officer | | | 2023 | | | 385,000 | | | | | 255,542(7) | | | -0- | | | 213,975(16) | | | 7,000(10) | | | 861,517 | | |
| 2022 | | | 385,000 | | | | | 583,333 | | | 194,445 | | | 269,500 | | | 7,000(10) | | | 1,439,278 | | ||||
| 2021 | | | 358,750 | | | | | 534,893 | | | 106,776 | | | 174,358 | | | 7,000(10) | | | 1,181,777 | |
(1) | The amounts set forth in this column represent the subjective individual component portion of our annual cash incentive bonus awards paid to the NEOs in 2023. See “Compensation Discussion and Analysis” above for further discussion of the subjective individual component. |
(2) | The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of the performance-based restricted cash units (with the grant date fair value determined using the probable outcome of the performance conditions), the performance-based cash awards, and the time-based restricted stock awards granted to our NEOs. See “Compensation Discussion and Analysis” above for further discussion of these share awards. See Note 16 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our assumptions in estimating the fair value of our share awards. Our executive officers will not realize any value for the performance-based restricted cash units if settled in shares or the time-based restricted stock awards until sold. |
(3) | Mr. Miller was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $903,838. |
(4) | Mr. Ferraro was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $218,316. |
(5) | Mr. Doran was granted performance-based restricted cash units as 2022-2024 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $308,193. Ms. Gabrys was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $123,325. |
(6) | Ms. Gabrys was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $123,325. |
(7) | Mr. Hill was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $256,893. Because Mr. Hill’s employment was terminated effective December 31, 2023, prior to February 2024, he will not be entitled to any 2021-2023, 2022-2024 or 2023-2025 performance based restricted cash units. |
(8) | The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of option awards granted to our NEOs. See Note 16 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our assumptions in estimating the fair value of our stock option awards. Our NEOs will not realize any value with respect to these awards until these awards are exercised or sold. |
(9) | The amounts under this column include amounts earned based on our Company’s annual cash incentive bonus compensation plan and the Performance-Based Cash Awards described under “Compensation Discussion and Analysis” above. |
(10) | Reflects amounts paid for 401(k) Company match. |
(11) | On May 3, 2021, the Company granted Ms. Gabrys a one-time special retention cash bonus based on her being continuously employed by the Company until May 3, 2023. The retention award was paid on July 8, 2023. |
(12) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $179,400 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $285,628. The Performance Cash Awards will not be paid out until the Compensation Committee determines the final achievement under the plan for 2025 on or about February 28, 2026, assuming Mr. Miller’s continued employment with the Company through that date, as described under “Compensation Discussion and Analysis” above. |
(13) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $94,185 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $68,979. The Performance Cash Awards will not be paid out until the Compensation Committee determines the final achievement under the plan for 2025 on or about February 28, 2026, assuming Mr. Ferraro’s continued employment with the Company through that date, as described under “Compensation Discussion and Analysis” above. |
(14) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $117,300 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $97,376. The Performance Cash Awards will not be paid out until the Compensation Committee determines the final achievement under the plan for 2025 on or about February 28, 2026, assuming Mr. Doran’s continued employment with the Company through that date, as described under “Compensation Discussion and Analysis” above. |
(15) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $68,310 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $38,961. The Performance Cash Awards will not be paid out until the Compensation Committee determines the final achievement under the plan for 2025 on or about February 28, 2026, assuming Ms. Gabrys’ continued employment with the Company through that date, as described under “Compensation Discussion and Analysis” above. |
(16) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $132,825 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $81,150. Mr. Hill’s employment with the company terminated effective December 31, 2023 and as such all performance-based awards have been canceled. |
| Name(s) | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Number of Shares of Stock or Units (#) | | | Awards Securities Underlying Options (#)) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Value of Stock and Option Awards ($)(3) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||
| Jeffrey Miller | | | | | 52,000 | | | 520,000 | | | 910,000 | | | 6,607 | | | 52,856 | | | 105,712 | | | | | | | | | | |||||
| 3/28/2023 | | | 277,488 | | | 2,219,900 | | | 4,439,800 | | | | | | | | | 52,856 | | | -0- | | | | | 451,919 | | |||||||
| Louis Ferraro | | | | | 27,300 | | | 273,000 | | | 477,750 | | | 1,596 | | | 12,767 | | | 25,534 | | | | | | | | | | |||||
| 3/28/2023 | | | 67,012 | | | 536,100 | | | 1,072,200 | | | | | | | | | 12,767 | | | -0- | | | | | 109,158 | | |||||||
| Chris Hill(4) | | | | | 38,500 | | | 385,000 | | | 673,750 | | | 1,878 | | | 15,023 | | | 30,046 | | | | | | | | | | |||||
| 3/28/2023 | | | 78,838 | | | 630,700 | | | 1,261,400 | | | | | | | | | 15,023 | | | -0- | | | | | 128,447 | | |||||||
| Patrick Doran | | | | | 34,000 | | | 340,000 | | | 595,000 | | | 2,253 | | | 18,023 | | | 36,046 | | | | | | | | | | |||||
| 3/28/2023 | | | 94,600 | | | 756,800 | | | 1,513,600 | | | | | | | | | 18,023 | | | -0- | | | | | 154,096 | | |||||||
| Christina Gabrys | | | | | 19,800 | | | 198,000 | | | 346,500 | | | 902 | | | 7,212 | | | 14,424 | | | | | | | | | | |||||
| 3/28/2023 | | | 37,850 | | | 302,800 | | | 605.600 | | | | | | | | | 7,212 | | | -0- | | | | | 61,663 | |
(1) | Each of our NEOs was granted a non-equity incentive plan award pursuant to our 2023 annual cash incentive bonus compensation plan and pursuant to our 2023-2025 Performance-Based Cash Award Plan. The amounts shown in the “Threshold” column reflect the cash payment that would have been awarded under our 2023 annual cash incentive bonus plan and under the 2023-2025 Performance Cash Plan if we had achieved the threshold payout level for a single corporate objective with the lowest weight. The amounts shown in the “Target” column reflect the target payment level under our 2023 annual cash incentive bonus plan and under the 2023-2025 Performance Cash Plan if we had achieved all of the objectives previously approved by our Compensation Committee at target levels. The amounts shown in the “Maximum” column reflect the maximum payouts under our 2023 annual cash incentive bonus compensation plan and the 2023-2025 Performance Cash Plan if we had achieved all of the objectives previously approved by our Compensation Committee at or above the maximum level. The corporate and business components of our 2023 annual cash incentive bonus compensation plan and 2023-2025 Performance Cash Plan are discussed in greater detail in “Compensation Discussion and Analysis” above. The actual amounts paid to each NEO are shown in the Summary Compensation Table above. |
(2) | Reflects 2023-2025 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amounts shown in the “Threshold” column reflect the 2023-2025 Performance Cash Units that will be earned if certain minimum financial goals are achieved. The amounts shown in the “Target” column reflect the number of 2023-2025 Performance-Based Restricted Cash Units that will be earned if all of the 2023-2025 financial goals are achieved at target levels. The amounts shown in the “Maximum” column reflect the maximum number of 2023-2025 Performance-Based Restricted Cash Units that can be earned if all of the 2023-2025 financial goals are achieved at or above maximum levels. All amounts have been adjusted for the reverse stock split effective December 11, 2023. |
(3) | The amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of stock awards granted to our NEOs. See Note 16 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our assumptions in estimating the fair value of our stock and option awards. All amounts have been adjusted for the reverse stock split effective December 11, 2023. |
(4) | Mr. Hill’s employment was terminated effective December 31, 2023 and therefore his 2023 performance-based restricted cash units and performance-based cash awards have been cancelled and all of his unvested equity awards have been cancelled, except as otherwise set forth herein. |
| • | | | Jeffrey Miller: On March 28, 2023, we granted Mr. Miller (i) a restricted stock award of 52,856 shares (as adjusted for the reverse stock split effective December 11, 2023), (ii) a target award of $2,219,900 Performance-Based Cash Award and (iii) a target award of 52,856 2023-2025 Performance-Based Restricted Cash Units (as adjusted for the reverse stock split effective on December 11, 2023). The Performance Cash Awards and the Performance Units are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2023, 2024 and 2025 as discussed in the Compensation Discussion and Analysis section in this Proxy Statement. | |
| • | | | Louis Ferraro, Jr.: On March 28, 2023, we granted Mr. Ferraro (i) a restricted stock award of 12,767 shares (as adjusted for the reverse stock split effective December 11, 2023), (ii) a target award of $536,100 Performance-Based Cash Award and (iii) a target award of 12,767 2023-2025 Performance-Based Restricted Cash Units (as adjusted for the reverse stock split effective on December 11, 2023). The Performance Cash Awards and the Performance Units are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2023, 2024 and 2025 as discussed in the Compensation Discussion and Analysis section in this Proxy Statement. | |
| • | | | Christopher Hill: On March 28, 2023, we granted Mr. Hill (i) a restricted stock award of 15,023 shares (as adjusted for the reverse stock split effective December 11, 2023), (ii) a target award of $630,700 Performance-Based Cash Award and (iii) a target award of 15,023 2023-2025 Performance-Based Restricted Cash Units (as adjusted for the reverse stock split effective on December 11, 2023). The Performance Cash Awards and the Performance Units are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2023, 2024 and 2025 as discussed in the Compensation Discussion and Analysis section in this Proxy Statement. Because Mr. Hill’s employment with the Company was terminated effective December 31, 2023 all Performance Cash Awards, Performance Units and all unvested equity awards have been cancelled, except as otherwise set forth in this Proxy Statement. | |
| • | | | Patrick Doran: On March 28, 2023, we granted Mr. Doran (i) a restricted stock award of 18,023 shares (as adjusted for the reverse stock split effective December 11, 2023), (ii) a target award of $756,800 Performance-Based Cash Award and (iii) a target award of 18,023 2023-2025 Performance-Based Restricted Cash Units (as adjusted for the reverse stock split effective on December 11, 2023). The Performance Cash Awards and the Performance Units are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2023, 2024 and 2025 as discussed in the Compensation Discussion and Analysis section in this Proxy Statement. | |
| • | | | Christina Gabrys On March 28, 2023, we granted Ms. Gabrys (i) a restricted stock award of 7,212 shares (as adjusted for the reverse stock split effective December 11, 2023), (ii) a target award of $302,800 Performance-Based Cash Award and (iii) a target award of 7,212 2023-2025 Performance-Based Restricted Cash Units (as adjusted for the reverse stock split effective on December 11, 2023). The Performance Cash Awards and the Performance Units are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2023, 2024 and 2025 as discussed in the Compensation Discussion and Analysis section in this Proxy Statement. | |
| | | Option Awards | | | Stock Awards | | |||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | |
| Jeffrey Miller | | | 15,493(2) | | | 30,985(2) | | | 10.44 | | | 7/12/2029 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 30,986(3) | | | 192,423 | | | | | | |||||||
| | | | | | | | | | | | | | | 50,634(4) | | | 314,437 | | |||||||
| | | | | | | | | | | | | | | 14,361(5) | | | 89,182 | | |||||||
| | | | | | | | | | | | | | | 51,932(6) | | | 322,498 | | |||||||
| | | | | | | | | | | | | | | 42,038(7) | | | 261,056 | | |||||||
| Louis Ferraro | | | 2,421(8) | | | 4,842(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | ||||
| | | 926(9) | | | 1,852(9) | | | 14.85 | | | 8/9/2029 | | | | | | | | | | |||||
| | | 926(10) | | | 1,852(10) | | | 9.90 | | | 11/2/2029 | | | | | | | | | | |||||
| | | | | | | | | | | 4,842(11) | | | 30,069 | | | | | | |||||||
| | | | | | | | | | | 1,852(12) | | | 11,501 | | | | | | |||||||
| | | | | | | | | | | 1,852(13) | | | 11,501 | | | | | | |||||||
| | | | | | | | | | | 12,767(14) | | | 79,283 | | | | | | |||||||
| | | | | | | | | | | | | | | 2,811(5) | | | 17,456 | | |||||||
| | | | | | | | | | | | | | | 14,322(6) | | | 88.940 | | |||||||
| | | | | | | | | | | | | | | 10,154(7) | | | 63,056 | | |||||||
| Christopher Hill(15) | | | 1,167(16) | | | 389(16) | | | 30.87 | | | 7/1/2027 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | 2,470(17) | | | 1,234(17) | | | 20.25 | | | 10/18/2028 | | | | | | | | | | |||||
| | | 6,052(8) | | | 12,104(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | |||||
| | | | | | | | | | | 1,235(18) | | | 7,669 | | | | | | |||||||
| | | | | | | | | | | 6,052(11) | | | 37,583 | | | | | | |||||||
| | | | | | | | | | | 15,023(14) | | | 93,293 | | | | | | |||||||
| | | | | | | | | | | | | | | 6,476(5) | | | 40,216 | | |||||||
| | | | | | | | | | | | | | | 20,286(6) | | | 125,976 | | |||||||
| | | | | | | | | | | | | | | 11,948(7) | | | 74,197 | | |||||||
| Patrick Doran | | | 6,052(8) | | | 12,104(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 12,104(11) | | | 75,166 | | | | | | |||||||
| | | | | | | | | | | 18,023(14) | | | 111,923 | | | | | | |||||||
| | | | | | | | | | | | | | | 6,389(5) | | | 39,676 | | |||||||
| | | | | | | | | | | | | | | 20,286(6) | | | 125,976 | | |||||||
| | | | | | | | | | | | | | | 14,334(7) | | | 89,014 | | |||||||
| Christina Gabrys | | | 372(19) | | | 184(19) | | | 26.82 | | | 8/02/2028 | | | | | | | | | | ||||
| | | 2,421(8) | | | 4,842(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 186(20) | | | 1,155 | | | | | | |||||||
| | | | | | | | | | | 4,842(11) | | | 30,069 | | | | | | |||||||
| | | | | | | | | | | 7,212(14) | | | 44,787 | | | | | | |||||||
| | | | | | | | | | | | | | | 676(5) | | | 4,198 | | |||||||
| | | | | | | | | | | | | | | 8,114(6) | | | 50,388 | | |||||||
| | | | | | | | | | | | | | | 5,736(7) | | | 35,621 | |
(1) | Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price per share of our Common Stock on December 29, 2023, which was the last trading day of 2023, which was $6.21 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted stock awards automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under “Employment Agreements.” |
(2) | The option vests over three years from the vesting start date of July 12, 2022, with one-third vested on each of July 12, 2023, April 30, 2024, and April 30, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on July 12, 2025. |
(3) | Reflects restricted stock awards granted on July 12, 2022. One-third of the shares vested on each of July 12, 2023, April 30, 2024, and April 30, 2025, provided the NEO has continuous service with the Company through such date. |
(4) | Reflects target number of Performance-Based Restricted Cash Units granted on March 8, 2021 upon Mr. Miller being appointed CEO. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2021, 2022, and 2023. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2023 provided the NEO is employed on such date. |
(5) | Reflects target number of 2021-2023 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2021, 2022, and 2023. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2023 provided the NEO is employed on such date. |
(6) | Reflects target number of 2022-2024 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2022, 2023, and 2024. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2024 provided the NEO is employed on such date. |
(7) | Reflects target number of 2023-2025 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2023, 2024, and 2025. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2025 provided the NEO is employed on such date. |
(8) | The option vests over three years from the vesting start date of July 8, 2022, with one-third vested on each of July 8, 2023, April 26, 2024, and April 26, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on April 26, 2025. |
(9) | The option vests over three years from the vesting start date of August 9, 2022, with one-third vested on each of August 9, 2023, August 9, 2024, and August 9, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on August 9, 2025. |
(10) | The option vests over three years from the vesting start date of November 2, 2022, with one-third vested on each of November 2, 2023, November 2, 2024, and November 2, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on November 2, 2025. |
(11) | Reflects restricted stock awards granted on July 8, 2022. One-third of the shares vested on each of July 8, 2023, April 26, 2024, and April 26, 2025, provided the NEO has continuous service with the Company through such date. As a result, the restricted stock awards will be fully vested on April 26, 2025. |
(12) | Reflects restricted stock awards granted on August 9, 2022. One-third of the restricted stock awards vested on each of August 9, 2023, August 9, 2024, and August 9, 2025, provided the NEO has continuous service with the Company through such date. As a result, the restricted stock awards will be fully vested on August 9, 2025. |
(13) | Reflects restricted stock awards granted on November 2, 2022. One-third of the restricted stock awards vested on each of November 2, 2023, November 2, 2024, and November 2, 2025, provided the NEO has continuous service with the Company through such date. As a result, the restricted stock awards will be fully vested on November 2, 2025. |
(14) | Reflects restricted stock awards granted on March 28, 2023. One-third of the shares vested on each of April 17, 2024, April 17, 2025, and April 17, 2026, provided the NEO has continuous service with the Company through such date. |
(15) | Mr. Hill’s employment with the Company was terminated effective December 31, 2024 and he will not continue to vest in any outstanding equity awards other than as set forth in his Consulting Agreement as described herein. |
(16) | The option vests over four years from the vesting start date of July 1, 2020, with one-fourth of the shares vesting on each of July 1, 2021, July 1, 2022, July 1, 2023, and July 1, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the option will be fully exercisable on July 1, 2024. |
(17) | The option vests over three years from the vesting start date of October 18, 2021, with one-third vesting on each of October 18, 2022, October 18, 2023, and October 18, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the option will be fully exercisable on October 18, 2024. |
(18) | Reflects restricted stock awards granted on October 18, 2021. One-third of the restricted stock awards vests on each of October 18, 2022, October 18, 2023, and October 18, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the restricted stock awards will be fully vested on October 18, 2024. |
(19) | The option vests over three years from the vesting start date of August 2, 2021, with one-third vested on August 2, 2022 and one-third will vest on each of April 9, 2023 and April 9 2024. As a result, the option was fully exercisable on April 9, 2024. |
(20) | Reflects restricted stock awards granted on August 2, 2021. One-third of the restricted stock awards vests on each of August 2, 2022, April 9, 2023, and April 9, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the restricted stock awards was fully vested on April 9, 2024. |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | |
| Jeffrey Miller | | | -0- | | | -0- | | | 21,119 | | | 170,305 | |
| Louis Ferraro | | | -0- | | | -0- | | | 5,375 | | | 41,576 | |
| Christopher Hill2 | | | -0- | | | -0- | | | 6,691 | | | 67,497 | |
| Patrick Doran | | | -0- | | | -0- | | | 6,891 | | | 71,826 | |
| Christina Gabrys | | | -0- | | | -0- | | | 1,927 | | | 23,162 | |
(1) | For option awards, value realized on exercise is based on the fair market value of our Common Stock on the exercise date less the exercise price. For stock awards, value realized on vesting is based on the fair market value of our Common Stock on the vesting date. In neither case do the amounts set forth above necessarily reflect proceeds actually received by the NEO. Our NEOs will only realize value on these awards when the underlying shares are sold, which value may differ from the value shown in the table above as it is dependent on the price at which such shares of Common Stock are actually sold. |
(2) | Mr. Hill’s employment with the Company was terminated effective December 31, 2023. |
| Name | | | Benefit | | | Voluntary Resignation/ Termination for Cause ($) | | | Involuntary Termination Prior to the 120 days before, or More Than 24 Months after, a Change in Control ($) | | | Termination Due to Death or Disability ($) | | | Involuntary Termination In the 120 days prior to or within 24 Months After a Change in Control ($) | |
| Jeffrey Miller | | | Severance(1) | | | 0 | | | 1,569,400 | | | 520,000 | | | 2,084,200 | |
| | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | | |
| | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 555,596 | | | 555,596 | | |
| | | Benefit Continuation(4) | | | 0 | | | 31,872 | | | 31,872 | | | 31,872 | | |
| | | Total Value | | | 0 | | | 1,602,272 | | | 1,107,468 | | | 2,671,668 | | |
| Louis Ferraro | | | Severance(1) | | | 0 | | | 762,827 | | | 273,000 | | | 1,017,102 | |
| | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | | |
| | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 139,197 | | | 139,197 | | |
| | | Benefit Continuation(5) | | | 0 | | | 26,460 | | | 52,920 | | | 39,690 | | |
| | | Total Value | | | 0 | | | 789,287 | | | 465,117 | | | 1,195,989 | | |
| Patrick Doran | | | Severance(1) | | | 0 | | | 829,463 | | | 340,000 | | | 1,105,950 | |
| | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | | |
| | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 202,632 | | | 202,632 | | |
| | | Benefit Continuation(5) | | | 0 | | | 28,092 | | | 56,184 | | | 42,138 | | |
| | | Total Value | | | 0 | | | 857,555 | | | 598,816 | | | 1,328,220 | | |
| Christina Gabrys | | | Severance(1) | | | 0 | | | 622,170 | | | 198,000 | | | 829,560 | |
| | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | | |
| | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 76,992 | | | 76,992 | | |
| | | Benefit Continuation(5) | | | 0 | | | 0 | | | 0 | | | 0 | | |
| | | Total Value | | | 0 | | | 622,170 | | | 274,992 | | | 906,552 | |
(1) | For purposes of valuing cash severance payments in the table above, we used each NEO’s base salary as of December 31, 2023. For purposes of calculating cash severance payments in the table above in the event of an involuntary termination (whether prior to, within 24 months following, or more than 24 months following, a change in control), we used each NEO’s average annual bonuses for 2022 and 2023 and, for purposes of calculating cash severance payments in the table above in the event of a termination due to permanent disability, we used the NEO’s target bonus as of December 31, 2023. |
(2) | The value of option acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, 2023. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the excess of the closing price of our Common Stock on December 29, 2023, the last trading day of the year, over the exercise price of the option. |
(3) | The value of restricted stock acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, 2023. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each restricted stock grant by the closing price of our Common Stock on December 29, 2023, the last trading day of the year, which was $6.21 per share. |
(4) | Amounts reflect 24x the current monthly costs to us of the individual’s health and welfare benefits per year for Involuntary Termination without change in control; 24x the current costs to us of the individual’s health and welfare benefits per year for Death and Disability; 24x the current costs to us of the individual’s health and welfare benefits per year for Termination due to change in control. |
(5) | Amounts reflect 12x the current monthly costs to us of the individual’s health and welfare benefits per year for Involuntary Termination without change in control; 24x the current costs to us of the individual’s health and welfare benefits per year for Death and Disability; 18x the current costs to us of the individual’s health and welfare benefits per year for Termination due to change in control. |
| Name | | | Benefit | | | Payments ($) | |
| Christopher Hill | | | Severance | | | $910,394 | |
| | | Option Acceleration | | | None | | |
| | | Restricted Stock Acceleration | | | None | | |
| | | Benefit Continuation | | | None | | |
| | | Total Value | | | $910,394 | |
• | The median of the annual total compensation of all employees (other than our CEO) was $37,007; and |
• | The annual total compensation of our CEO, as reported in the 2023 Summary Compensation Table included elsewhere in this Proxy Statement, was $1,876,108. |
| Year | | | Summary Compensation Table Total for First PEO1 $ | | | Summary Compensation Table Total for Second PEO2 $ | | | Compensation Actually Paid to First PEO3,4 $ | | | Compensation Actually Paid to Second PEO3,4 $ | | | Average Summary Compensation Table Total for Non-PEO NEOs5 | | | Average Compensation Actually Paid to Non-PEO NEOs4,6 | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($m) | | | Operating Income9 ($m) | | |||
| Total Shareholder Return7 | | | Peer Group Total Shareholder Return8 | | |||||||||||||||||||||||||||
| 2023 | | | | | n/a | | | | | n/a | | | | | | | | | | | - | | | | |||||||
| 2022 | | | | | n/a | | | - | | | n/a | | | | | - | | | | | | | - | | | | |||||
| 2021 | | | | | n/a | | | - | | | n/a | | | | | | | | | | | - | | | - | | |||||
| 2020 | | | | | | | | | - | | | | | - | | | | | | | - | | | - | |
(1) | Jeffrey Miller has served as our PEO since September 2020. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Miller in the “Total” column of the Summary Compensation Table in the applicable fiscal year. |
(2) | Glenn Lurie served as our PEO from November 2017 to September 2020. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Lurie in the “Total” column of the Summary Compensation Table in fiscal year 2020. |
(3) | In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal year 2023, which consisted solely of adjustments to the PEO’s equity awards: |
| | | 2023 | | |
| Fiscal Year | | | PEO | |
| Summary Compensation Table Total | | | | |
| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | | | |
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | ( | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | |
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | ( | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | |
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | |
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | |
| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | |
| Compensation Actually Paid | | | |
(4) | For performance-based restricted cash units, the grant date fair value of awards used for Summary Compensation Table calculations assumes target performance. To determine the year-end fair values used in the Compensation Actually Paid calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year end date. |
(5) | The non-PEO NEOs for each year reported are as follows: |
| Year | | | First PEO | | | Second PEO | | | NEOs included in Average | |
| 2023 | | | | | n/a | | | Louis Ferraro, Christopher Hill, Patrick Doran, Christina Gabrys | | |
| 2022 | | | | | n/a | | | Louis Ferraro, Christopher Hill, Patrick Doran, Christina Gabrys, Taylor Greenwald | | |
| 2021 | | | | | n/a | | | Taylor Greenwald, Christopher Hill, Patrick Doran, Louis Ferraro, Ronald Prague, David Clark | | |
| 2020 | | | | | | | David Clark, Christopher Hill, Patrick Doran, Ronald Prague, Mary Clark | |
(6) | In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal year 2023, which consisted solely of adjustments to the non-PEO NEOs’ equity awards: |
| | | 2023 | | |
| Fiscal Year | | | Avg NEO | |
| Summary Compensation Table Total | | | | |
| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | | | |
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | ( | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | |
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | ( | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | |
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | |
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | |
| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | |
| Compensation Actually Paid | | | |
(7) | Calculated in the same manner as required under Item 201(e) of Regulation S-K, measuring the TSR from the market close on the last trading day before the earliest fiscal year in table through to and including the end of the fiscal year for which TSR is calculated. |
(8) | For purposes of calculating peer group TSR, we utilized the Nasdaq Computer Index (IXCO). TSR is determined based on the value of an initial fixed investment of $100 in our Common Stock and in the Index measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table, assuming the reinvestment of any dividends. |
(9) |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to Jeff Miller only in those years. 2020 PEO data includes a bar for Jeff Miller’s compensation actually paid in the year and a bar for Glenn Lurie’s compensation actually paid in the year. |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to Jeff Miller only in those years. 2020 PEO data includes a bar for Jeff Miller’s compensation actually paid in the year and a bar for Glenn Lurie’s compensation actually paid in the year. |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to Jeff Miller only in those years. 2020 PEO data includes a bar for Jeff Miller’s compensation actually paid in the year and a bar for Glenn Lurie’s compensation actually paid in the year. |
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| | |
| | |
| |
(1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
• | Each person, or group of affiliated persons, who is known to us to own beneficially more than five percent (5%) of our Common Stock; |
• | Each of our named executive officers; |
• | Each of our current directors; and |
• | All of our current directors and executive officers as a group. |
| | | Common Stock Beneficially Owned(1) | | ||||
| Name | | | Shares | | | % | |
| B. Riley Financial, Inc.(2) | | | 1,464,467 | | | 14.2 | |
| 180 Degree Capital Corp.(3) | | | 888,893 | | | 8.6 | |
| Allspring Global Investments, LLC(4) | | | 590,372 | | | 5.7 | |
| The Vanguard Group(5) | | | 571,871 | | | 5.5 | |
| Directors, Current Executive Officers and Named Executive Officers | | | | | | ||
| Stephen Waldis(6) | | | 128,841 | | | 1.2 | |
| Jeffrey Miller(7) | | | 338,336 | | | 3.3 | |
| Patrick Doran(8) | | | 139,601 | | | 1.4 | |
| Louis Ferraro Jr.(9) | | | 84,050 | | | * | |
| Christina Gabrys(10) | | | 36,766 | | | * | |
| Christopher Hill | | | 56,286 | | | * | |
| Kristin Rinne(11) | | | 57,566 | | | * | |
| Mohan Gyani(12) | | | 48,020 | | | * | |
| Laurie Harris(13) | | | 55,290 | | | * | |
| Martin Bernstein(14) | | | 68,022 | | | * | |
| Kevin Rendino(15) | | | 888,892 | | | 8.6 | |
| All current executive officers and directors as a group (10 persons)(16) | | | 1,845,384 | | | 17.9 | |
* | Less than 1% |
(1) | Does not include 60,826 shares of Series B Preferred Stock, which are non-voting and non-convertible. |
(2) | B. Riley Financial, Inc. through its affiliates, B. Riley Securities, Inc. and BRF Investments, LLC (collectively, “B. Riley Financial”), beneficially owns 1,413,852 shares of Common Stock, with shared voting power with respect to 1,413,852 of such shares and shared dispositive power with respect to 1,413,852 of such shares. Bryant R. Riley beneficially owns 1,464,467 shares of Common Stock, with sole voting power with respect to 50,615 of such shares, sole dispositive power with respect to 50,615 of such shares, with shared voting power with respect to 1,413,852 of such shares, and shared dispositive power with respect to 1,413,852 of such shares. Bryant R. Riley may be deemed to indirectly beneficially own 50,615 shares of Common Stock held by or on behalf of members of his family. Bryant R. Riley may also be deemed to indirectly beneficially own the 1,413,852 shares of Common Stock held by B. Riley Financial. Bryant R. Riley disclaims beneficial ownership of the shares held by B. Riley Financial in each case except to the extent of his pecuniary interest therein. The address for B. Riley Financial and Bryant R. Riley is 111000 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025. The foregoing information is based on information provided by B. Riley Financial to the Company as of April 25, 2024. |
(3) | 180 Degree Capital Corp. beneficially owns 888,893 shares of Common Stock, with shared voting power with respect to 888,893 of such shares and shared dispositive power with respect to 888,893 of such shares. 180 Degree Capital Corp. disclaims beneficial ownership of 34,105 of these shares that are beneficially owned by a separately managed account (“SMA”). 180 Degree Capital Corp. has shared dispositive and voting power over these shares through its position as Investment Manager of the SMA. 180 Degree Capital Corp. disclaims beneficial ownership of these shares owned by SMA except for its pecuniary interest therein. The address for 180 Degree Capital Corp. is 7 N. Willow Street, Suite 4B, Montclair, New Jersey 07042. The foregoing information is based on a Schedule 13D filed by 180 Degree Capital Corp. on December 19, 2023. |
(4) | Allspring Global Investments Holdings, LLC. beneficially owns 590,372 shares of Common Stock, with sole voting power with respect to 569,181 of such shares and sole dispositive power with respect to 590,372 of such shares. Allspring Global Investments, LLC has sole voting power with respect to 85,824 of such shares with sole dispositive power with respect to 589,826 of such shares. The address for Allspring Global Investments Holdings, LLC is 525 Market Street, 10th Floor, San Francisco, CA 94105. The foregoing information is based on a Schedule 13G filed by Allspring Global Investments Holdings, LLC on January 12, 2024. |
(5) | The Vanguard Group beneficially owns 571,871 shares of Common Stock, with sole dispositive power with respect to 567,751 of such shares, and shared dispositive power with respect to 4,120 of such shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information in this footnote is based on a Schedule 13G filed by The Vanguard Group on February 13, 2024. |
(6) | Includes 19,565 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Excludes 1,027 shares subject to options not exercisable within 60 days of April 8, 2024. |
(7) | Includes 89,468 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 15,493 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 15,483 shares subject to options not exercisable within 60 days of April 8, 2024. |
(8) | Includes 32,630 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 8,554 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 6,052 shares subject to options not exercisable within 60 days of April 8, 2024. |
(9) | Includes 22,415 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 3,521 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 6,125 shares subject to options not exercisable within 60 days of April 8, 2024. |
(10) | Includes 12,398 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 2,735 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 2,605 shares subject to options not exercisable within 60 days of April 8, 2024. |
(11) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(12) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(13) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(14) | Includes 12,023 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Excludes 1,027 shares subject to options not exercisable within 60 days of April 8, 2024. |
(15) | Excludes 3,334 shares subject to options not exercisable within 60 days of April 8, 2024. |
(16) | Includes 227,652 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 30,303 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 35,653 shares subject to options not exercisable within 60 days of April 8, 2024. |
| Name | | | Age | | | Position | | | Class | | | Term Expiration Year | |
| Laurie Harris | | | 65 | | | Director | | | Class I | | | 2025 | |
| Jeffrey Miller | | | 60 | | | President, CEO and Director | | | Class I | | | 2025 | |
| Kristin S. Rinne | | | 69 | | | Director | | | Class II | | | 2026 | |
| Martin F. Bernstein | | | 37 | | | Director | | | Class II | | | 2026 | |
| Mohan Gyani | | | 72 | | | Director | | | Class III | | | 2024 | |
| Stephen G. Waldis | | | 56 | | | Executive Chair of the Board | | | Class III | | | 2024 | |
| Kevin M. Rendino | | | 57 | | | Director | | | Class III | | | 2024 | |
| STEPHEN G. WALDIS Founder and Former Chief Executive Officer Executive Chair of the Board Director Since: 2000 Synchronoss Committee: • Business Development | | | Stephen G. Waldis has served as our Executive Chair since January 2017, having served as Chair of the Board since 2001, Chief Executive Officer from 2000 until January 2017 and as a director since founding Synchronoss in 2000. From 2000 until 2011, Mr. Waldis also served as President. From 1994 to 2000, Mr. Waldis served as Chief Operating Officer at Vertek Corporation, a privately held professional services company serving the telecommunications industry. From 1992 to 1994, Mr. Waldis served as Vice President of Sales and Marketing of Logical Design Solutions, a provider of telecom and interactive solutions. From 1989 to 1992, Mr. Waldis worked in various technical and product management roles at AT&T. Mr. Waldis received a Bachelor of Arts degree in corporate communications from Seton Hall University. Our Board believes Mr. Waldis’ qualifications to sit on our Board include his extensive experience in the software and services industry and previously serving as our Chief Executive Officer and one of our founders. | |
| MOHAN S. GYANI Director Since: 2019 Synchronoss Committees: • Compensation (Chair) • Business Development | | | Mohan S. Gyani held several executive positions in the telecommunications industry including at AT&T Wireless from 2000 until he retired in 2003 as President and Chief Executive Officer of AT&T Wireless Mobility Services. Prior to AT&T, Mr. Gyani was Executive Vice President and CFO of AirTouch from 1994 to 1999. Mr. Gyani has served on numerous public and private company boards and is currently a member of the Board of Directors of Digital Turbine. Mr. Gyani received a bachelor’s degree and master’s in business administration from San Francisco State University. Our Board believes Mr. Gyani’s qualifications to sit on our Board include his extensive experience in the telecom and wireless industries and in senior financial positions. | |
| KEVIN M. RENDINO Director Since: 2023 Synchronoss Committees: • Audit • Business Development | | | Kevin M. Rendino has served as Chairman, Chief Executive Officer and Portfolio Manager of 180 Degree Capital Corp. since March 2017 and on its board of directors since June 2016. Prior to joining 180 Degree Capital, Mr. Rendino was the value team leader on the Basic Value Fund at BlackRock/Merrill Lynch for over 20 years. He is a frequent contributor to CNBC, Bloomberg TV, Fox Business, The New York Times and The Wall Street Journal. Mr. Rendino served as Chairman and Chief Executive Officer of RJG Capital from 2012 to 2016, on the Board of Directors of Rentech Inc. from May 2016 to February 2018, on the Board of Directors of TheStreet, Inc. from November 2017 to August 2019, and on the Board of Directors of Synacor from 2019 to 2021. He graduated from the Carroll School of Management at Boston College with a Bachelors in Science. | |
| LAURIE HARRIS Director Since: 2019 Synchronoss Committees: • Audit (Chair) • Nominating/Corporate Governance | | | Laurie L. Harris served as global engagement audit partner at PricewaterhouseCoopers LLP (PwC), a global and top-tier assurance, tax and advisory firm, for 25 years before retiring in 2018. Ms. Harris currently serves as a director of IWG, plc, Hagerty, Inc. and on several private company boards. Ms. Harris received a bachelor of science degree in business administration from the University of Southern California and is a licensed CPA in New York and California. Our Board believes Ms. Harris’ qualifications to sit on our Board include her extensive financial experience and her more than three decades of experience advising large public companies, private equity backed entities and Fortune 100 organizations. | |
| JEFFREY G. MILLER Director Since: 2021 Synchronoss Committees: • Business Development (Chair) | | | Jeffrey G. Miller has served as our President, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University. Our Board believes Mr. Miller’s qualifications to sit on our Board include his broad experience in the software and services industry and his experience with our Company. | |
| KRISTIN S RINNE Director Since: 2018 Synchronoss Committees: • Audit • Nominating/Corporate Governance (Chair) • Compensation | | | Kristin S. Rinne held various senior positions at AT&T, including heading the company’s networks technologies organization, until she retired in 2014. Ms. Rinne brought early leadership in deploying GSM technology in the United States, setting the stage for the success of the 3GPP family of technologies. Ms. Rinne formerly held the positions of CTO of Cingular Wireless, vice president of technology strategy for SBC Wireless and managing director of operations at Southwestern Bell Mobile Services. Her contributions to the industry also include serving as chairperson of the Board of Governors at 3G Americas, LLC, and the Alliance for Telecommunications Industry Solutions (ATIS). Ms. Rinne is a “Women in Technology Hall-of-Famer”, as well as a member of the “Wireless Hall of Fame,” and was named among Fierce Wireless’ “Top 10 Most Influential Women in Wireless” list from 2011 through 2014. She sits on the board of directors for Ericsson LM Telephone Co and serves as the Chair of the technology and science committee, as well as sitting on the Board of Trustees at Washburn University Foundation. Ms. Rinne holds a bachelor’s degree from Washburn University. Our Board believes Ms. Rinne’s qualifications to sit on our Board include her extensive experience in the telecommunications industry. | |
| MARTIN F. BERNSTEIN Director Since: 2021 Synchronoss Committees: • Audit • Compensation • Business Development | | | Martin F. Bernstein has served on the Board since July 2021. Mr. Bernstein brings extensive experience working with management teams and boards on capital allocation strategies, governance, financing and operational turnarounds. He currently works as a private equity investor, partnering with family offices on investment and acquisition of companies in a range of industries. He has led numerous investments across technology, transportation, automotive, aerospace, manufacturing, power, infrastructure, wellness and other sectors. Mr. Bernstein previously served as the Head of Private Investments with B. Riley Principal Investments from March 2021 until March 2024. Prior to joining B. Riley, Mr. Bernstein was with Anchorage Capital and led investments across capital structures, including public equities, private equity, performing credit, bank debt and distressed debt and restructuring situations from the firm’s New York and London offices. He previously worked as an analyst at Bocage Capital and was on the investment team for the endowment at Howard Hughes Medical Institute. Mr. Bernstein currently serves on the board of nominees for Fondul Proprietatea, the board of directors of Van Dunne, LLC and as manager of Granite Medspa Holdings, LLC. Mr. Bernstein earned an AB in history from Dartmouth College. Our Board believes Mr. Bernstein’s qualifications to sit on our Board include his extensive experience working with management teams and boards on capital allocation strategies, governance, financing and operational turnarounds. | |
| | | Fiscal Year Ended | | ||||
| | | 2023 | | | 2022 | | |
| | | (In thousands) | | ||||
| Audit Fees(1) | | | $2,189 | | | $2,091 | |
| Audit Related(2) | | | $211 | | | $475 | |
| Tax Services | | | $50 | | | $— | |
| Other | | | $0 | | | $7 | |
| Total Fees | | | $2,450 | | | $2,573 | |
(1) | For professional services rendered for the audits of annual financial statements, including the audit of annual financial statements and internal control over financial reporting for the years ended December 31, 2023 and 2022. The audit fees also include the review of quarterly financial statements included in the Company’s quarterly reports on Form 10-Q, statutory audits of foreign subsidiaries and other regulatory filings or similar engagements. |
(2) | Audit related fees consisted of services with respect to the Statement on Standards for Attestation Engagements (SSAE) No. 16 to report on the controls and services provided to customers by service organizations. |
• | To increase the limit of Company options, SARs or restricted stock or stock units that may be granted to one person during any one fiscal year from 222,222 (as adjusted for the reverse stock split effective December 11, 2023) to 500,000. |
• | To increase the limit of Company options, SARs or restricted stock or stock units that may be granted to one person during any one fiscal year in which such person begins employment with the Company from 333,333 (as adjusted for the reverse stock split effective December 11, 2023) to 650,000. |
• | To increase the amount of cash paid to one person during any one fiscal year pursuant to performance cash awards from $2,500,000 to $5,000,000. |
• | To increase the limit of Company awards granted to non-employee directors in a fiscal year from 16,666 (as adjusted for the reverse stock split effective December 11, 2023) to 20,000 shares of Common Stock. |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options Warrants and Rights (a) | | | Weighted-Average Exercise Price of Outstanding Options Warrants and Rights (b) | | | Number of Securities for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |
| Equity compensation plans approved by security holders | | | 633,557(1) | | | $29.99 | | | 657,471(2) | |
| Equity compensation plans not approved by security holders | | | 15,525(3) | | | $49.07 | | | 125,991(4) | |
| TOTALS | | | 649,082 | | | $30.44 | | | 783,462 | |
(1) | In addition, as of December 31, 2023, there were 490,756 shares of unvested restricted common stock, which are subject to the risk of forfeiture if the underlying time-based vesting conditions are not satisfied. |
(2) | Consists of 657,471 shares available for issuance under the 2015 Equity Incentive Plan. |
(3) | In addition, as of December 31, 2023, there were 0 shares of unvested restricted common stock issued pursuant to the 2017 New Hire Incentive Plan. |
(4) | Consists of 125,991 shares available for issuance under the 2017 New Hire Incentive Plan. |
• | Stock options outstanding: 501,774 |
• | Weighted average exercise price of outstanding stock options: $29.37 |
• | Weighted average remaining contractual term of outstanding stock options: 4.1 |
• | Full value stock awards outstanding (including 438,737 unvested restricted stock awards and 277,039 performance-based restricted stock units based on achieving the actual outcome, where known, or achieving the maximum potential outcome, where the performance period has not ended): 715,776 |
• | Shares available for future grant of awards: 929,360 |
• | Shares available for future grant of awards under 2015 Equity Incentive Plan: 802,085 |
• | Shares available for future grant of awards under 2017 New Hire Incentive Plan: 127,275 |
• | Total shares of Common Stock outstanding as of April 8, 2024: 10,314,688 |
| • Earnings (before or after taxes) | | | • Return on operating revenue | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation | | | • Working capital | |
| • Earnings before interest, taxes, depreciation and amortization and as percentage of revenue | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Total stockholder return and/or value | | | • Economic value added (or an equivalent metric) | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income and as percentage of revenue | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Market Share | | | • Revenue excluding total advertising cost | |
• | The continuation of, assumption of, or substitution for each outstanding award by the continuing or succeeding entity; |
• | If the continuing or succeeding entity does not assume or substitute equivalent awards, then full exercisability of each outstanding award, option and SAR and full vesting of the shares of Common Stock subject to each such award, followed by their cancellation. Such full exercisability and vesting, and any exercise of an award during such period, may be contingent on the closing of the transaction; |
• | The cancellation of each such award and a payment to the participant with respect to each share subject to the award equal to the excess of (x) the value, as determined by the plan administrator in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of the transaction, over (if applicable) (y) the per-share exercise price of such award. Such payment may be made in installments and may be deferred until the date or dates when such award would have become exercisable or the share of Common Stock subject to such award would have vested. Such payment may be subject to vesting based on the participant’s continuing service, provided that the vesting schedule shall not be less favorable than the schedule |
• | The assignment of any reacquisition or repurchase rights held by us in respect of an award of restricted shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such rights. |
| | | Number of Options | | | Shares of Restricted Stock Issued | | ||||||||||
| Name and Position | | | 2023 | | | Through April 8, 2024 | | | Weighted- Average Exercise Price of Granted Options | | | 2023 | | | Through April 8, 2024 | |
| Jeffrey Miller, Chief Executive Officer and Director | | | -0- | | | -0- | | | $0 | | | 52,856 | | | -0- | |
| Louis Ferraro Jr., Chief Financial Officer | | | -0- | | | -0- | | | $0 | | | 12,767 | | | -0- | |
| Christopher Hill, Former Chief Commercial Officer | | | -0- | | | -0- | | | $0 | | | 15,023 | | | -0- | |
| Patrick Doran, Chief Technology Officer | | | -0- | | | -0- | | | $0 | | | 18,023 | | | -0- | |
| Christina Gabrys, Chief Legal Officer, Secretary | | | -0- | | | -0- | | | $0 | | | 7,212 | | | -0- | |
| All current executive officers as a group | | | -0- | | | -0- | | | N/A | | | 90,858 | | | -0- | |
| All current directors who are not executive officers as a group | | | 3,334 | | | -0- | | | 4.68 | | | 66,115 | | | -0- | |
| Name | | | Number of Options | | | Shares of Restricted Stock | |
| Jeffrey Miller | | | -0- | | | 123,200 | |
| Patrick Doran | | | -0- | | | 45,500 | |
| Louis Ferraro | | | -0- | | | 42,000 | |
| Christina Gabrys | | | -0- | | | 28,000 | |
| All current executive officers as a group | | | -0- | | | 238,700 | |
| All current directors who are not executive officers as a group | | | -0- | | | 72,000 | |
| • Earnings (before or after taxes) | | | • Working capital | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation (as amount or % of revenue) | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Earnings before interest, taxes, depreciation & amortization (as amount or % of revenue) | | | • Economic value added (or an equivalent metric) | |
| • Total stockholder return and/or value | | | • Market share | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Return on operating revenue | | | • Revenue excluding total advertising cost | |